STELLAR TECHNOLOGIES, INC.
                      7935 AIRPORT PULLING ROAD, SUITE 201
                                   NAPLES, FL



                                              February 22, 2006

MONTEX EXPLORATION, INC.
43 ADDISON ROAD
LONDON, ENGLAND WI4 8JH
ATTENTION: DAVID STEVENSON

Dear Mr. Stevenson:

      This letter shall serve as an agreement by and between Stellar
Technologies, Inc., a Colorado corporation (the "Company"), and Montex
Exploration, Inc. ("Consultant") in connection with consulting services to be
provided by Consultant to the Company, including introducing the Company to
entities or individuals outside of the Untied States that can provide debt or
equity financing to the Company. It is specifically understood and agreed that
the Company has the right to reject any Transaction (as defined below) proposed
to it by any person for any reason in its sole and absolute discretion. When
used herein, the word "Transaction" shall mean any agreement between the Company
and any other individual or entity regarding any debt or equity investment in
the Company or any share purchase, share exchange, merger, asset purchase or
similar agreement, any joint venture, strategic alliance, partnership or any
similar agreement.

      The Consultant hereby agrees that any of the Company's securities offered
or sold to an investor in furtherance of this agreement shall be sold in a
private placement transaction solely to accredited investors who are not "U.S.
persons" ("Qualified Investors") pursuant to the exemption from registration
provided by Rules 901 and 903 of Regulation S under the Securities Act of 1933,
as amended ("Securities Act").

      1.    In consideration of Consultant introducing the Company to a
            Qualified Investor, upon the Company and Qualified Investor
            conducting a closing with respect to any of the Company's
            securities, the Company shall pay a fee consisting of (i) 8% of the
            Aggregate Consideration (as defined below) received by the Company
            at the initial closing of the Transaction payable in cash or by wire
            transfer of immediately available funds and (ii) warrants to
            purchase shares of the Company's common stock equal to 8% of the
            shares issuable upon conversion of the notes issued by the Company
            in the Transaction at an exercise price of $.40 per share. For the
            purposes hereof, the term "Aggregate Consideration" shall mean the
            total gross amount of cash and the fair market value (on the
            Transaction closing date) of all other property paid to the Company
            at the closing of the Transaction, including the total amount of
            indebtedness for a borrowed money or similar liability or
            obligations of the Company repaid, retired, extinguished or assumed
            in connection with the Transaction.
<PAGE>

      2.    Nothing contained herein shall authorize Consultant to act on behalf
            on the Company on any matter and Consultant shall not and shall have
            no authority to act on behalf of or bind the Company on any matter.

      3.    In order to induce the Company to enter into this Agreement,
            Consultant hereby represents and warrants to the Company as follows:

            (a)   Neither the Consultant nor any of its affiliates is now nor
                  has e, she or it ever (i) been registered as a broker-dealer
                  under the Securities Exchange Act 1934, as amended ("Exchange
                  Act"); or (ii) served as a registered representative for any
                  broker-dealer registered under the Exchange Act.

            (b)   Consultant shall not engage in any advertising, publish in any
                  newspaper magazine or similar media or broadcast over
                  television, radio or the Internet, any communication to any
                  person for the purpose of soliciting persons who may be
                  interested in investing in the Company or otherwise engage in
                  any general solicitation, as that term is defined in the
                  Securities Act and the rules and regulations promulgated
                  thereunder, regarding an investment in the Company.

            (c)   Consultant has known any Qualified Investor it introduces to
                  the Company prior to the date hereof.

      6.    Consultant agrees to indemnify, hold harmless and defend the
            Company, its directors, officers, and affiliates (each an
            "Indemnified Party") from and against any and all claims, suits,
            judgments, fines, cost, damages, demands, actions, expenses or
            liabilities of any nature which are threatened or brought against
            any Indemnified Party by any person arising out of the acts or
            omissions of Consultant or any of its agents or affiliates or any
            breach of any agreement, representation or warranty of Consultant
            contained herein including, but not limited to, any violation of any
            provision of the Securities Act, Exchange Act or any rule or
            regulation promulgated thereunder.

      7.    Company agrees to indemnify, hold harmless and defend Consultant
            from and against any and all suits, judgments, fines, cost, damages,
            demands, actions, expenses or liabilities of any nature which are
            threatened or brought against Consultant arising out of any breach
            of any agreement, representation or warranty of the Company
            contained herein.

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<PAGE>

      8.    The Company shall reimburse Consultant for all reasonable out of
            pocket expenses incurred by Consultant in providing services
            hereunder within 30 days after Consultant's delivery to the Company
            of receipts evidencing such expenditures.

      9.    Neither Company nor Consultant shall have the right to assign any of
            its rights or obligations hereunder.

      10.   This Agreement may be delivered via facsimile and executed in
            counterpart each of which shall be deemed to be an original, and
            both of which together shall be deemed to be one and the same
            instrument.

      11.   This Agreement constitutes the entire agreement between the parties
            with respect to the subject matter hereof and no party shall be
            liable or bound to the other party in any manner by any warranties,
            representations, guarantees or covenants except as specifically set
            forth in this Agreement. Nothing contained in this Agreement,
            expressed or implied, is intended to confer upon any party other
            then the parties hereto any rights, remedies, obligations or
            liabilities under or by reason of this Agreement, except as
            expressly provided in this Agreement.

      Please confirm your acceptance of the foregoing by executing the
counterpart signature block below and returning it my attention via facsimile at
(239) 592-0941.



                                               STELLAR TECHNOLOGIES, INC.


                                               By: /s/ Mark G. Sampson
                                                  -------------------------
                                                     Mark G. Sampson
                                                     Chief Executive Officer

AGREED AND ACCEPTED THIS
22nd DAY OF FEBRUARY, 2006

MONTEX EXPLORATION, INC.


By:   /s/ David Stevenson
     ------------------------------
     Name:David Stevenson
         --------------------------
     Title:President
          -------------------------


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